Law Blog

Repeat After Me: Domain Names are NOT Trademarks (but Trademarks Can Be Domains)

Repeat After Me: Domain Names are NOT Trademarks (but Trademarks Can Be Domains)

E-Commerce, Entity Formation, Lanham Act, Trademark, Trademark Infringement
Lately, I've had more than one new business owner client tell me they registered a website domain with their company name and, because they were able to do this, then it must not be a registered trademark and available, right? [I direct your attention to the title of this blog post] I can just tack a word onto the front (or back) of someone else's domain and register it, right? A recent situation with a new startup client ran something like this: the founder had selected their company name but had not ever bothered to perform an actual trademark search or "clear" the usage of the name. She subsequently hired my firm to assist with getting their startup formally set up and basic initial documentation and disclosures prepared. At one…
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Not licensed to practice in Georgia, but…

Not licensed to practice in Georgia, but…

Uncategorized
...I'm pretty sure it's never a good idea to solicit, request, command, or otherwise attempt to have a state election official (let alone the Secretary of State) commit election fraud, or interfere with the performance of their official duties. Georgia Code § 21-2-604Georgia Code § 21-2-597 Just sayin'.
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Strange Brew: Restaurant Texting Case Highlights Importance of Maintaining TCPA Records

Strange Brew: Restaurant Texting Case Highlights Importance of Maintaining TCPA Records

Digital Marketing, Privacy, Telephone Consumer Protection Act
Businesses using automated text messaging campaigns to market to its existing and prospective customers should heed the lessons of a Telephone Consumer Protection Act (TCPA) decision out of the Western District of Missouri examining the legality of a brewhouse chain's SMS marketing campaign. What is the TCPA anyway? To back up, the TCPA imposes detailed restrictions on businesses engaging in telemarketing and---of particular importance to not a few of my business clients---the use of what the Act refers to as an "automatic telephone dialing system" (ATDS) to send such automated text messages to recipients. Let's be clear, as a business owner, you shouldn't be fooled by the “telephone” portion of the TCPA moniker. The Federal Communications Commission (the federal agency tasked with TCPA enforcement) has already concluded that cell phones…
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Is An S-Corporation Right for Your Startup?

Is An S-Corporation Right for Your Startup?

Business Formation, Corporations, Entity Formation, Equity Incentives, Foreign Corporation, Start-Up
In my Phoenix emerging business law practice, I’m regularly asked to incorporate a client’s startup company. However, I’m often met with a founder's blank stare or “Um…” when I ask them if they wish to be considered a C or an S-corporation. Let me remind the reader that I am not a CPA or tax attorney and that you should always (and I mean always!) discuss your and your co-founders' specific tax situation and business and capital raise goals with your CPA or tax advisor before making an S election for your startup. Aren't all corporations just...well, corporations? Not exactly. When you incorporate your startup company, for Federal taxation purposes anyway your new corporation will be treated by default as what is known as a "C" corporation (based on the…
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Demistifying Authorized vs. Issued Shares in Your Startup

Demistifying Authorized vs. Issued Shares in Your Startup

Corporations, Entity Formation, Start-Up, Stock Options
Historical Stock Securities by pictavio via Pixabay There is often a misconception among startup founders that the number of shares of stock authorized by the company is the same thing as the total number of shares issued. However, what shares are “authorized” and which are “issued and outstanding” are actually two very different things. What are authorized shares? When I say the words “authorized shares” to my founder clients, what I'm referring to is the number of shares the corporation is allowed (i.e., authorized!) to issue under its articles of incorporation (which may also be described as a certificate of or charter of incorporation, depending on the state the company is incorporated in). In most instances, particularly with our technology startup clients, we incorporate the company with anywhere from 10…
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